Categories :

What are Innovative Startup Statute and Constitutive Act

Innovative Startup (or innovative SRL) Statute and Constitutive Act are the documents necessary to set up an innovative startup and regulate its functioning.

The deed of incorporation contains information on the company and on the shareholders (e.g. the name of the company, the contributions of the shareholders, and the amount of the share capital as well as the data of the shareholders and directors). The statute, on the other hand, governs the corporate organization and contains the rules on administration, the assembly, the sale of shares, etc.

An innovative startup is a company that produces and sells innovative goods and/or services with high technological value. This type of company was introduced with the aim of encouraging the creation of companies that deal with producing goods or services that are new to the market or that use high-tech processes to produce them. To this end, the law guarantees various benefits for innovative startups and for their investors (e.g. facilitated access to loans and tax deductions for the amounts invested).

When using the articles of association and the deed of incorporation of an innovative startup

These documents can be used for an SRL whose corporate purpose is the development, production, and marketing of innovative products and/or services with high technological value. This activity must be the only one carried out by the company or it must, in any case, prevail over any secondary activities.

In addition, the company must meet at least one of the following requirements for innovative startups:

  • 1/3 of the employees or collaborators must be highly qualified (Ph.D. students, research doctors, or researchers) or 2/3 of the partners or collaborators must have a master’s degree
  • be the owner, custodian, or licensee of a registered patent (industrial property) or software
  • incur expenses in research and development for at least 15% of the greater amount between the cost and the value of production.

Finally, the innovative startup must respect some constraints. The company cannot distribute profits and its annual turnover must be less than € 5 million. If these limits are exceeded, the company automatically loses its qualification as an innovative startup and the related benefits.

Articles of association and deed of incorporation of an innovative startup can be used both for single-member startups (with a single shareholder) and with multiple partners. With the same documents, it is also possible to set up a SIAVS (Innovative Startup with a Social Vocation). It is a type of startup that offers innovative goods and services in particular sectors that the law recognizes as having social utility (e.g. education, health care).

These documents cannot be used, however, for a simplified SRL (SRLS), even if innovative. It is an SRL with reduced set-up costs but with many constraints (e.g. shareholders only natural persons and maximum restricted capital). For this company, it is necessary to use the appropriate models of statute and deed of incorporation for simplified SRL.

How an innovative startup is established?

There are three different ways to open an innovative startup SRL:

  • An innovative startup without a notary can be established with an online procedure. This option guarantees savings on incorporation costs but some parts of the statute cannot be customized. To complete the procedure, all shareholders and directors of the company must have a digital signature to sign the articles of association and articles of association online. The times for the conclusion of the practice could belong (a few weeks) as they depend on the chambers of commerce
  • It is always possible to set up an innovative SRL with a notary, who will verify that the company complies with all the requirements for innovative startups. By choosing this mode, all the clauses of the statute can be customized and the time for the constitution will be shorter.
  • Finally, an innovative startup can be established in the form of a simplified SRL (SRLS) always through a notary. In this case, no compensation will be due to the professional, however, the choice of setting up an innovative startup SRLS is strongly discouraged considering the limitations that a company of this type has (e.g. difficulty in raising capital and finding investors).

With LexDo.it, you can set up your innovative startup by choosing any of the methods described above. You will receive the advice of an experienced lawyer who will suggest the best solution for your case and will guide you in creating the statute and deed of incorporation. You can choose whether to open your startup with the online procedure or go to a notary. In both cases, we will take care of every fulfillment. In addition, you will have legal support for one year to request consultations with lawyers and create tailor-made contracts.

What does the model of incorporation and statute of an innovative SRL contain?

Our articles of incorporation and articles of association for innovative startup SRL meet all legal requirements and have been drawn up in accordance with the ministerial model of articles of association and articles of association for SRL and Innovative Startup (Article 3, paragraph 10-bis, Legislative Decree No. 3 of 2015, converted by law n.33 of 2015).
The main clauses concern:

  • Corporate purpose: description of the development, production and marketing of innovative products or services with high technological value
  • Innovative startup: specific clauses for the type of company (e.g. ban on profit distribution)
  • Company detailscompany name, place of incorporation and registered office of the company
  • Personal details of the shareholders: surname, name, citizenship, tax code, the profession of physical partners, etc.
  • Share capital and contributions: the cash payments to which the shareholders undertake to endow the company with the initial share capital
  • Administration: to specify the type of administration, the composition of any Body, etc.
  • Shareholders’ decisions: to indicate the matters falling within the competence of the shareholders (e.g. approval of the financial statements) and the methods for adopting their decisions
  • Withdrawal of the shareholder: to regulate the voluntary exit of the shareholder from the company and the cases in which the right of withdrawal is granted
  • Shareholder exclusion: the circumstances and methods by which the shareholder can be excluded
  • Participation fees: to regulate the methods of transferring shares (with any limitations)
  • Capital increase: to regulate the right of shareholders to subscribe to newly issued shares
  • Duration: to set the term of the company.Once you have downloaded your documents, we will guide you step by step to complete all the necessary subsequent tasks.

Information you need

To complete the documents, all the data of the shareholders and administrators are required.

Remember that our service does not generate simple facsimiles of the articles of association and deed of incorporation of an innovative startup. Based on your choices, the system automatically processes documents customized to your needs, guaranteeing their legal correctness.

The documents can be modified in all their parts without time limits. Don’t worry so if you don’t have all the information available right away, you can always enter it later.

Other names

  • Innovative startup statute in the form of a limited liability company (SRL)
  • Statute SIAVS (Innovative Startup with a Social Vocation)
  • Innovative SRL by-laws and deed of incorporation

Other useful templates and facsimiles

  • Simplified SRL Statute and Deed of Incorporation: to create the founding documents of a simplified single-member or multi-member limited liability company and regulate its operation
  • Shareholders ‘Agreements: to regulate the vote in the shareholders’ meeting, the transfer of shareholdings, the management of corporate powers, etc.
  • Term Sheet for Investments: To determine the main points on which the future investment agreement will be based
  • Letter of Intent (Memorandum of Understanding): to define the current status of negotiation and regulate its continuation
  • Non-Disclosure Agreement: to protect you if you have to share confidential information
  • Work for Equity for Innovative Startups, SRL or SPA: to create a work for equity plan with the assistance of a lawyer and a notary